0000707388-13-000020.txt : 20130510 0000707388-13-000020.hdr.sgml : 20130510 20130510165529 ACCESSION NUMBER: 0000707388-13-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130510 DATE AS OF CHANGE: 20130510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50789 FILM NUMBER: 13834256 BUSINESS ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 8-K 1 a8-kshareholderfinalresults.htm 8-K 8-K Shareholder Final Results


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
 
FORM 8-K/A
(Amendment No. 1)
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 3, 2013
 
 
 
 
 
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
 
 
 
 
Delaware
 
000-50789
 
33-0145723
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
13950 Stowe Drive
Poway, California 92064
(Address of principal executive offices, including zip code)
(858) 726-1600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 





 
 
 
 
 

Explanatory Note
This Current Report on Form 8-K/A is being filed by Digirad Corporation (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on May 8, 2013 (the “Original Report”) to announce the preliminary results of the Company's 2013 Annual Meeting of Stockholders held on May 3, 2013 (“2013 Annual Meeting”). This Amendment is being filed to disclose the final voting results received from Corporate Election Services (“CES”), the independent inspector of elections for the 2013 Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 10, 2013, CES delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the 2013 Annual Meeting.

Proposal 1: Election of Directors
According to the final tabulation of voting results, each of the following five director nominees were elected to serve as the Company's directors until our next Annual Meeting of Stockholders, or until his successor has been elected or appointed: John M. Climaco, Jeffrey E. Eberwein, Charles M. Gillman, James B. Hawkins and John W. Sayward. These nominees represented the Company's Board of Directors' entire slate of nominees.

The final voting results from the 2013 Annual Meeting as reported by CES are provided below. In addition, CES has advised the Company that there were no broker non-votes for Proposal 1.
Board of Director Nominees 

 
 
 
 
Name
  
Votes For
  
Votes
 Withheld
John M. Climaco
 
7,799,010

 
407,770

Jeffrey E. Eberwein
 
7,826,814

 
379,966

Charles M. Gillman
 
7,906,820

 
299,960

James B. Hawkins
 
7,840,020

 
366,760

John Sayward
 
7,916,150

 
290,630

 
 
 
 
 
Opposition Nominees
 
 
 
 
Name
 
Votes For
 
Votes
Withheld
Raymond J. Brooks, Jr.
 
6,652,681

 
25,575

Christopher Iorillo
 
6,639,621

 
38,635

David Sandberg
 
6,652,681

 
25,575

Tony Snow
 
6,639,621

 
38,635

J. Randall Waterfield
 
6,652,681

 
25,575

Proposal 2: Ratification of the appointment of Independent Auditors.

According to the final tabulation of voting results as reported by CES, the stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2013 fiscal year. CES has advised the Company that there were no broker non-votes for Proposal 2.
Votes For
 
Votes
Against
 
Abstentions
8,917,409
 
6,056,492
 
39,555





Proposal 3: Advisory vote on non-employee director compensation.

According to the final tabulation of voting results as reported by CES, the stockholders approved (on a non-binding advisory basis) the Company's non-employee director compensation. CES has advised the Company that there were no broker non-votes for Proposal 3.
Votes For
 
Votes
 Against
 
Abstentions
8,765,043
 
5,608,439
 
511,554
Proposal 4: Advisory vote on named executive officer compensation.

According to the final tabulation of voting results as reported by CES, the stockholders approved (on a non-binding advisory basis) the Company's named executive officer compensation. CES has advised the Company that there were no broker non-votes for Proposal 4.
Votes For
 
Votes
 Against
 
Abstentions
8,784,000
 
5,851,151
 
249,885






Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits:
99.1 Press Release of Digirad Corporation dated May 10, 2013.






 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DIGIRAD CORPORATION
 
 
 
 
By:
/s/ Todd P. Clyde
 
 
 
Todd P. Clyde
Chief Executive Officer


Date:    May 10, 2013







Exhibit Index
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of Digirad Corporation dated May 10, 2013.



EX-99.1 2 a991pressrelease.htm EXHIBIT 99.1 Press Release



Exhibit 99.1

DIGIRAD ANNOUNCES FINAL ANNUAL MEETING RESULTS

Shareholders Elect All Five Company Nominees, Approve All Three Proposals on Ballot

POWAY, CA - May 10, 2013 - Digirad Corporation (NASDAQ: DRAD) today announced the final shareholder voting results from the Company's Annual Meeting of Stockholders, which was held on May 3, 2013. The final certified results indicate that each of the five Company nominees was elected to the Digirad Board of Directors: Jeffrey E. Eberwein, John M. Climaco, Charles M. Gillman, James B. Hawkins, and John W. Sayward.

Corporate Election Services, the independent inspector of elections, tabulated and certified the final election results. More than 15 million votes, or approximately 78 percent of the outstanding shares, were voted in the election and a solid majority was cast for each of the five Digirad nominees.

In addition, the final results indicate that Digirad shareholders approved all three proposals on the ballot: the advisory votes on executive compensation and non-employee director compensation and the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accountants.

Jeff Eberwein, Chairman of the Board of Directors, stated, "We are gratified to have received the support of our stockholders and we will remain focused on creating value on their behalf. We are disappointed that Red Oak Partners, who had nominated an alternative slate of directors, has continued to disparage the company despite the final vote of shareholders where management's nominees received significantly more votes than Red Oak Partner's nominees. The Company believes it acted in accordance with the highest standards of conduct during the proxy contest and denies all allegations made by Red Oak Partners. The Board and management team intend on moving forward with its strategy and are encouraged with the pace of change at the company as it restructures and refocuses on its cash generating business units, where profitable growth is more attainable and predictable."

About Digirad Corporation
Digirad is one of the largest national providers of in-office nuclear cardiology imaging and ultrasound services to physical practices, hospitals and imaging centers, and also sells medical diagnostic imaging systems for nuclear cardiology and general nuclear medicine applications. For more information, please visit www.digirad.com. Digirad® and Cardius® are registered trademarks of Digirad Corporation.

Forward-Looking Statements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with changes in business conditions, technology, customers' business conditions, reimbursement, radiopharmaceutical shortages, economic outlook, operational policy or structure, acceptance and use of Digirad's camera systems and services, reliability, recalls, analysis of potential impairment and restructuring charges, the conclusion of the Company's audit and other risks detailed in Digirad's filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the





date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Digirad undertakes no obligation to revise or update the forward-looking statements contained herein.


Investor Contact:
Matt Clawson
Allen & Caron
949-474-4300
matt@allencaron.com
Company Contact:
Jeffry Keyes, CFO
858-726-1600
ir@digirad.com